Wimi Terms of Use

1. License and support

1.1 Scope of use

Subject to these Terms and payment of all applicable fees, Happy Agents grants Licensee, during the License Period, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for Licensee's internal business purposes and in accordance with the subscription plan(s) selected on the Wimi website or within the Services (each, a "Subscription Plan"). "License Period" means the period beginning on the date you first register for a Service and ending on the date your subscription is cancelled, suspended, or these Terms are terminated.

1.2 Restrictions

Licensee will not, and will not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works of the Services; (b) decompile, disassemble, reverse engineer, or attempt to derive source code or underlying algorithms of the Services, except to the extent such restriction is prohibited by applicable law; (c) remove, alter, or obscure any proprietary notices; (d) assign, sublicense, rent, lease, time-share, or otherwise transfer rights to the Services; (e) use the Services to provide outsourcing, service bureau, or similar services to any third party, except under an authorized agency or partner agreement with Happy Agents; (f) use the Services to build a competing product or to benchmark for competitive purposes; (g) probe, scan, or test the vulnerability of the Services, or circumvent any security or authentication measures; (h) interfere with or disrupt the integrity or performance of the Services; (i) use any robot, scraper, or automated means to access the Services other than via documented APIs; or (j) use the Services in violation of applicable law or any third-party terms (including those of Google, Meta, or any other platform you connect).

1.3 Updates and support

Happy Agents may, in its discretion, provide updates, new features, changes, or enhancements to the Services, and may add, modify, or remove features at any time. Happy Agents provides reasonable customer support during the License Period via email and in-app tools but does not guarantee any specific response time or uptime unless expressly agreed in a written order form.

1.4 Licensee duties

1.4.1 Licensee is responsible for obtaining and maintaining all hardware, software, internet access, third-party accounts, and other resources required to use the Services.

1.4.2 Licensee is responsible for safeguarding account credentials, for all activity that occurs under its accounts (whether or not authorized), and for promptly notifying us of any unauthorized access.

1.4.3 Licensee will ensure that each user it provisions complies with these Terms and any acceptable-use rules referenced herein.

2. Subscription Plans and usage limits

2.1 Plans

The Services are offered under the following Subscription Plans, with current features and limits as published on the Wimi website at the time of purchase:

Free Plan: Limited to one (1) Google Business Profile location per Licensee, a cap of seven (7) AI-generated review replies per rolling seven-day period, basic Google Business Profile updates, and standard email support. The Free Plan is offered on an as-is basis, may be modified, throttled, or discontinued at any time, and is intended for evaluation use only.

Pro Plan: One (1) location per subscription, unlimited AI-generated review replies subject to the fair-use provisions in Section 2.2, the analytics dashboard, automated replies with manual override, and priority email support. Additional locations require additional Pro subscriptions or a Custom Plan.

Custom Plan: Designed for multi-location operators, groups, chains, and agencies. Volume pricing, multi-location reporting and approvals, dedicated support, and early access to additional channels and workflows are governed by a separate order form or statement of work, which controls in case of conflict with these Terms.

Happy Agents may change plan names, features, caps, and pricing in accordance with Section 3. The Subscription Plan in effect at the time of each renewal applies for the following billing cycle.

2.2 Fair use and abuse

"Unlimited" usage on paid plans is subject to fair use and is intended to support normal operation of a single restaurant location. Happy Agents may, in its reasonable discretion, throttle, queue, or temporarily suspend activity that (a) materially exceeds typical usage patterns, (b) appears automated, fraudulent, or generated outside the connected business, (c) is used to reply to reviews of locations not owned or authorized by Licensee, or (d) is intended to circumvent per-location pricing (for example, using a single Pro subscription to serve multiple locations). Repeated or material abuse may result in suspension or termination under Section 5.

2.3 Beta and early-access features

Features labelled "beta", "preview", "early access", or similar are provided as-is, may be changed or removed at any time, may have additional terms, and are excluded from any service-level commitment or warranty.

3. Fees, billing, and refunds

3.1 Fees and billing

Paid Subscription Plans are billed in advance, monthly or annually as selected, in U.S. dollars, by our third-party payment processor (currently Stripe). Licensee authorizes Happy Agents and its payment processor to charge the payment method on file for all applicable fees, including renewals, taxes, and any add-on purchases. Licensee must keep billing information accurate and current.

3.2 Automatic renewal

Each paid Subscription Plan automatically renews at the end of the then-current billing period at the then-current list price for the same plan, unless cancelled before the renewal date using the in-app cancellation tools or by emailing wimi@happyagents.io. Cancellation takes effect at the end of the current billing period; access continues until that date.

3.3 Refund policy

Except as expressly stated below or as required by mandatory consumer law, all fees are non-refundable, and no refunds or credits are provided for partial billing periods, unused replies or features, downgrades, account suspensions caused by breach, or for periods after cancellation.

7-day money-back guarantee (first-time Pro subscribers only): If you are subscribing to the Pro Plan for the first time on a monthly billing cycle, you may request a full refund of your first monthly Pro charge by emailing wimi@happyagents.io within seven (7) calendar days of that first charge. The refund is limited to your first paid month on Pro, is available once per Licensee and once per business, and does not apply to (a) annual plans, (b) Custom Plan engagements, (c) renewals or subsequent months, (d) accounts that have exceeded ten (10) published AI replies during the trial window, or (e) accounts suspended or terminated for breach of these Terms. Approved refunds are returned to the original payment method within 14 business days.

Annual plans: Annual fees are paid up front and are non-refundable. You may cancel auto-renewal at any time; access continues through the end of the prepaid term.

Statutory rights: Where applicable consumer protection law provides non-waivable cancellation or refund rights (for example, certain EU/UK consumer cooling-off rights), those rights apply notwithstanding this Section 3.3. By starting to use the Services during any statutory cooling-off period, you expressly request that performance begin immediately and acknowledge that you will lose any right of withdrawal once the Services have been fully performed, and that for partial performance you may be charged proportionate fees.

3.4 Changes to fees

Happy Agents may change its fees at any time on at least thirty (30) days' prior notice via the Services or to the email associated with your account. New fees apply from the next billing cycle after the notice period. Continued use after the effective date constitutes acceptance; if you do not agree, your sole remedy is to cancel before the new fees take effect.

3.5 Taxes

Fees are exclusive of all taxes, levies, duties, and government charges (collectively, "Taxes"). Licensee is responsible for all Taxes associated with its purchases, excluding Taxes based on Happy Agents' net income. If Happy Agents is required to collect Taxes, they will be added to the invoice.

3.6 Chargebacks and late payment

Initiating a chargeback or payment dispute without first contacting Happy Agents to attempt resolution is a material breach of these Terms and may result in immediate suspension or termination of the account. Past-due amounts accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and Licensee will reimburse Happy Agents for reasonable costs of collection.

4. AI-generated content

The Services use artificial intelligence and large language models (including third-party models) to draft replies to public reviews, suggest content for Google Business Profile posts, and assist with related tasks ("AI Output"). Licensee understands and agrees that:

4.1 AI Output is generated probabilistically and may be inaccurate, incomplete, biased, offensive, or otherwise unsuitable. Happy Agents does not warrant the accuracy, originality, or fitness of AI Output for any particular purpose.

4.2 Where automated publication is enabled, Licensee remains solely responsible for AI Output that is posted under its connected accounts, including compliance with Google, Meta, and other platform policies and with applicable law (including consumer protection, advertising, defamation, privacy, and intellectual property laws).

4.3 Licensee should enable manual review where appropriate, monitor published AI Output, and use the in-product controls to disable, edit, or remove AI Output.

4.4 As between the parties, and to the maximum extent permitted by law, Happy Agents assigns to Licensee whatever rights it has in the AI Output specifically generated for Licensee's account, except that Happy Agents and its model providers retain all rights in the underlying models, prompts, and Services. AI Output may not be unique to Licensee, and Happy Agents does not warrant non-infringement of AI Output.

4.5 Licensee will not use the Services or AI Output to create content that is unlawful, deceptive, defamatory, harassing, discriminatory, sexually explicit, or that impersonates any person without authorization, or to generate fake reviews or manipulate ratings.

5. Termination and suspension

5.1 Cancellation by Licensee

Licensee may cancel any Subscription Plan at any time using in-app tools or by emailing wimi@happyagents.io. Cancellation takes effect at the end of the current billing period.

5.2 Termination and suspension by Happy Agents

5.2.1 Happy Agents may suspend or terminate the Services, in whole or in part, immediately upon notice if Licensee (a) breaches these Terms, including the restrictions in Section 1.2, the fair-use rules in Section 2.2, the AI content rules in Section 4, or the payment obligations in Section 3; (b) engages in fraudulent, illegal, or harmful activity; (c) fails to pay any amount when due and does not cure within ten (10) days of notice; or (d) is the subject of insolvency proceedings.

5.2.2 Happy Agents may also suspend the Services where reasonably necessary to protect the security, integrity, or availability of the Services, comply with law, or prevent harm to Happy Agents, its users, or third parties.

5.2.3 Happy Agents may terminate the Free Plan, any beta feature, or any Subscription Plan for convenience on thirty (30) days' notice and will, in the case of paid plans, refund any pre-paid, unused fees for the period after termination on a pro-rata basis.

5.3 Effect of termination

Upon termination or expiration, Licensee's right to use the Services ends. Happy Agents may delete Licensee data thirty (30) days after termination, except as required by law or as needed for backups, fraud prevention, dispute resolution, or to enforce these Terms. Sections 1.2, 3, 4, 5.3, 6 through 13 survive termination.

6. Intellectual property

6.1 As between the parties, Happy Agents owns all rights, title, and interest in and to the Services, including all software, models, prompts, templates, technology, trademarks, and other intellectual property, and all improvements and derivatives thereof ("Happy Agents IP"). These Terms do not transfer ownership of Happy Agents IP.

6.2 Licensee retains ownership of data and content it provides to or generates through the Services ("Licensee Data"). Licensee grants Happy Agents a worldwide, royalty-free, non-exclusive license to host, copy, transmit, display, and process Licensee Data as necessary to provide and improve the Services, prevent abuse, enforce these Terms, and comply with law, including by sharing Licensee Data with subprocessors as described in the Privacy Policy.

6.3 Licensee may provide feedback, suggestions, or ideas ("Feedback"). Happy Agents may use Feedback without restriction or obligation, and Licensee assigns to Happy Agents all rights in Feedback.

6.4 Licensee acknowledges that unauthorized use or disclosure of the Services or Happy Agents IP may cause irreparable harm for which monetary damages would be inadequate, and Happy Agents may seek injunctive or other equitable relief in any court of competent jurisdiction without the need to post bond.

7. Privacy and data

7.1 Personal data is handled in accordance with our Privacy Policy at /privacy, which is incorporated by reference. By using the Services, Licensee consents to such processing to the extent required by applicable law.

7.2 To the extent Happy Agents processes personal data on Licensee's behalf in connection with the Services, the parties will, where required by applicable data protection law, enter into a separate Data Processing Addendum on request. Licensee is the controller of personal data it submits and is responsible for having a lawful basis to provide such data to Happy Agents.

7.3 Happy Agents may use and disclose data generated by or derived from use of the Services (a) in aggregated or de-identified form for analytics, benchmarking, model improvement, and product development, provided such data does not identify Licensee or any individual, and (b) as required by applicable law, regulation, or legal process.

8. Third-party platforms and content

8.1 The Services interoperate with third-party platforms (including Google Business Profile, Google Maps, and others) under those platforms' terms. Licensee is solely responsible for maintaining its accounts and complying with their terms, including Google's Reviews policies and any restrictions on automated activity. Happy Agents is not responsible for changes in third-party APIs or for any suspension, removal, or restriction of Licensee's profiles by a third-party platform.

8.2 The Services may surface third-party content (such as review text). Such content is provided by its owners or platforms; Happy Agents does not endorse or assume responsibility for it.

9. Licensee representations, warranties, and covenants

Licensee represents, warrants, and covenants that:

9.1 It has all rights, licenses, and authority to enter into these Terms and to grant the rights and consents in these Terms;

9.2 It owns or is authorized to manage each business location it connects to the Services and to act on behalf of that business;

9.3 Its use of the Services and any Licensee Data complies with all applicable laws and third-party terms (including those of Google, Meta, payment processors, and any platforms it connects);

9.4 Licensee Data does not infringe or misappropriate any third-party rights or violate any law, and Licensee has provided all notices and obtained all consents required to share such data with Happy Agents;

9.5 It will not introduce viruses, malware, or other harmful code into the Services; and

9.6 It is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, and is not on any restricted-party or denied-party list maintained by Singapore, the United States, the United Nations, the European Union, or the United Kingdom.

10. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING ALL AI OUTPUT) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. HAPPY AGENTS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. HAPPY AGENTS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR PRODUCE ANY PARTICULAR BUSINESS, MARKETING, OR RANKING OUTCOME, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR FREE OF INFRINGEMENT.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAPPY AGENTS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY LICENSEE TO HAPPY AGENTS FOR THE APPLICABLE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). MULTIPLE CLAIMS DO NOT EXPAND THIS CAP.

The limitations in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and form an essential basis of the bargain between the parties. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law (such as for death or personal injury caused by negligence, fraud, or willful misconduct).

12. Indemnification

Licensee will indemnify, defend, and hold harmless Happy Agents and its officers, directors, employees, contractors, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to: (a) Licensee's use of the Services or AI Output (including publication, scheduling, or distribution of AI Output); (b) Licensee Data; (c) Licensee's breach of these Terms or violation of any law or third-party right; or (d) any dispute between Licensee and a third party, including end users of Licensee's business. Happy Agents will promptly notify Licensee of any such claim, allow Licensee to control the defense (with counsel reasonably acceptable to Happy Agents), and cooperate as reasonably requested. Licensee will not settle any claim that imposes obligations on Happy Agents without Happy Agents' prior written consent.

13. Governing law and dispute resolution

13.1 Governing law

These Terms are governed by and construed in accordance with the laws of Singapore, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Informal resolution

Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute informally by contacting wimi@happyagents.io with a written description of the dispute and the requested relief. The parties will negotiate in good faith for at least thirty (30) days before initiating arbitration.

13.3 Binding arbitration

Any dispute, controversy, or claim arising out of or in connection with these Terms or the Services that is not resolved informally will be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules in force when the Notice of Arbitration is submitted. The tribunal will consist of one arbitrator, the seat and venue will be Singapore, and the language will be English. The award will be final and binding and may be entered in any court of competent jurisdiction. Nothing in this Section prevents either party from seeking interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

13.4 Class-action waiver

TO THE EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN CLAIMS OF OR FOR MORE THAN ONE PERSON. If this class-action waiver is held unenforceable as to any claim, that claim will be severed and resolved in a court of competent jurisdiction located in Singapore, and all other claims will proceed in arbitration.

13.5 Time bar

Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the cause of action arose, or be forever barred, except where prohibited by applicable law.

14. Miscellaneous

14.1 Assignment

Licensee may not assign or transfer these Terms or any rights or obligations under them without Happy Agents' prior written consent, and any attempted assignment in violation of this Section is void. Happy Agents may assign these Terms without consent in connection with a merger, acquisition, financing, reorganization, or sale of assets.

14.2 Publicity

Happy Agents may identify Licensee as a customer and use Licensee's name and logo on its website and in marketing materials, subject to any reasonable brand guidelines provided in writing. Licensee may opt out at any time by emailing wimi@happyagents.io.

14.3 Notices

Legal notices to Happy Agents must be sent by email to wimi@happyagents.io with a copy to 20A Tanjong Pagar Road, Singapore 088443. Notices to Licensee may be sent to the email or postal address associated with the account or provided within the Services, and are deemed received when sent (for email) or three (3) days after dispatch (for postal mail).

14.4 Force majeure

Neither party (other than for payment obligations) will be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, strikes, pandemics, internet, hosting, AI-provider or telecommunications failures, or governmental actions.

14.5 Export and sanctions

Licensee will comply with all applicable export-control and sanctions laws and will not access the Services from, or transfer the Services to, any restricted country or party.

14.6 Independent contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, employment, or fiduciary relationship.

14.7 Third-party beneficiaries

There are no third-party beneficiaries to these Terms. The Contracts (Rights of Third Parties) Act 2001 of Singapore does not apply.

14.8 Entire agreement; order of precedence

These Terms, together with the Privacy Policy, any applicable order form, and the in-product description of the Subscription Plan, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, proposals, or representations on their subject matter. In case of conflict, a signed order form controls over these Terms, which control over any plan description.

14.9 No waiver; severability

No failure or delay by Happy Agents in exercising any right is a waiver. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

14.10 Changes to these Terms

Happy Agents may modify these Terms from time to time. Material changes will be notified through the Services or by email at least thirty (30) days before taking effect (except changes required by law or for new features, which may take effect immediately). Continued use after the effective date constitutes acceptance; if you do not agree, your sole remedy is to cancel.

14.11 Contact

Questions about these Terms: wimi@happyagents.io.